01—Abstract
Summary
Summary of the 8-K filed December 13, 2024. Cited figures are marked; the original filing is the authoritative source.
On December 11, 2024 (the Effective Date), Broadridge Financial Solutions, Inc. entered into an amended and restated credit agreement with its subsidiary borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
The agreement provides for senior unsecured revolving credit facilities totaling $1.5 billiona, consisting of a $1.0 billion US Dollar tranche and multicurrency tranches totaling $500.0 million, along with a letter of credit facility and a swingline facility. The facilities have a five-year term. The agreement permits up to $500.0 million of additional revolving loan commitments, subject to conditions, and allows the Company to add subsidiary borrowers and currencies with the consent of the Administrative Agent and relevant lenders.
Borrowings may be prepaid voluntarily at any time without premium or penalty. The credit agreement contains customary affirmative and negative covenants, including a maximum leverage ratio, and events of default that include a change of control, with acceleration rights for the Administrative Agent or lenders upon default. Pricing is based on Adjusted Term SOFR, Adjusted Term CORRA, EURIBOR, TIBOR, SONIA, and STIBOR depending on currency, plus an initial margin of 1.00%b per annum, subject to ratings-based step-ups to 1.25% and step-downs to 0.785%.
A facility fee of 0.125%c per annum applies to the revolving commitments, subject to ratings-based adjustment. On the Effective Date, the commitments under the prior credit agreement dated April 23, 2021 were replaced by those under the new Credit Agreement.
02—Key points
Key Highlights
- Entered into an amended and restated credit agreement effective December 11, 2024, with JPMorgan Chase Bank, N.A. as Administrative Agent.
- Senior unsecured revolving credit facilities totaling $1.5 billion, including a $1.0 billion US Dollar tranche and multicurrency tranches totaling $500.0 million.
- Five-year term, with a letter of credit facility and a swingline facility included.
- Accordion feature permits up to $500.0 million of additional revolving loan commitments, subject to conditions.
- Initial pricing of Term SOFR-based (or other applicable benchmark) rate plus 1.00% per annum, with ratings-based range of 1.25% to 0.785%; facility fee of 0.125% per annum, ratings-based range of 0.250% to 0.090%.
- Replaces the commitments under the amended and restated credit agreement dated April 23, 2021.
- Borrowings may be voluntarily prepaid at any time without premium or penalty; agreement includes a maximum leverage ratio covenant and change-of-control default provisions.
03—Questions
Frequently Asked Questions
What is the size and structure of the new credit facility?
The facility provides senior unsecured revolving credit totaling $1.5 billion, made up of a $1.0 billion US Dollar tranche and multicurrency tranches totaling $500.0 million, plus a letter of credit facility and a swingline facility.
How long does the credit agreement run?
The Credit Agreement has a five-year term.
Can the company expand the facility or prepay it?
The agreement permits up to $500.0 million of additional revolving loan commitments, subject to conditions, and the company may voluntarily prepay borrowings in whole or in part at any time without premium or penalty.
What is the cost of borrowing under the facility?
Loans initially bear interest at the applicable benchmark rate (such as Adjusted Term SOFR for US Dollar loans) plus 1.00% per annum, with ratings-based adjustments between 1.25% and 0.785%. A facility fee of 0.125% per annum applies to the revolving commitments, with ratings-based adjustments between 0.250% and 0.090%, payable beginning with the fiscal quarter ending December 31, 2024.
What events could allow lenders to accelerate repayment?
Events of default include payment defaults, covenant breaches, a change of control, judgment defaults, and cross acceleration or cross default under other material indebtedness. Upon certain insolvency and bankruptcy events, the loans automatically accelerate and commitments are automatically cancelled.
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